Lock-Up Agreement - Dupont Securities Group Inc. and Worldwide Wireless Systems Inc.
_______________, 1997
Dupont Securities Group, Inc.
270 Greenwich Avenue
Greenwich, CT 06830
Gentlemen:
In consideration of Dupont Securities Group, Inc. (the "Underwriter")
undertaking the public offering of securities of Worldwide Wireless Systems,
Inc. (the "Company") pursuant to a Registration Statement on Form SB-2 filed
with the Securities and Exchange Commission and in order to induce said
Underwriter to make such public offering, the undersigned agrees with the
Underwriter that the undersigned will not sell or otherwise transfer any of
the Company's securities owned, directly or indirectly, of record or
beneficially, (as defined under the Securities Exchange Act of 1934) by the
undersigned, on the effective date of said Registration Statement for a period
of 12 (twelve) months form the effective date without the prior written
consent of the Underwriter. This lock-up agreement also covers any securities
of the Company acquired by the undersigned after the effective date except for
shares of Common Stock acquired in the open market. The undersigned hereby
acknowledges that it has agreed to permit all certificates evidencing the
undersigned's securities to be stamped with an appropriate legend reflecting
this agreement and to permit the Company to instruct its transfer agent to
note such restriction on the transfer books and records of the Company.
It is understood that the subject securities may be transferred by
operation of law to the executors, administrators, heirs and distributees of
the undersigned, provided that the transferee is subject to the same
restrictions with respect to any subsequent transfer during the aforesaid 12
(twelve) month period.
This Agreement shall terminate and be of no effect in the event that
the aforementioned public offering is not closed.
Dated:_________________________, 1997 Very truly yours,
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(signature)
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(Print name and address clearly)
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(Soc. Security No. or FID No.)
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(Telephone number)